Washington Gas Light (WGLCP) 11-K Annual report of employee stock purchases

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K

(Mark One)

þ Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended DECEMBER 31, 2005

OR

o Transition Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934

Commission file number: 0-49807

A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

WASHINGTON GAS LIGHT COMPANY
SAVINGS PLAN

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

WGL Holdings, Inc.
101 Constitution Avenue, N.W.
Washington, D.C. 20080

WASHINGTON GAS LIGHT COMPANY SAVINGS PLAN

Table of Contents

Report of Independent Registered Public Accounting Firm	1
Statements of Net Assets Available for Benefits	2
Statements of Changes in Net Assets Available for Benefits	3
Notes to Financial Statements	4
Schedule H, Line 4i — Schedule of Assets (Held at End of Year)	13
Signatures	14
Exhibit
Exhibit 23 — Consent of Independent Registered Public Accounting Firm	15

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Plan Administrators
Washington Gas Light Company Savings Plan
Washington, D.C.

We have audited the accompanying statements of net assets available for benefits of the Washington Gas Light Company Savings Plan (the “Plan”) as of December 31, 2005 and 2004, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2005 and 2004, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America.

Our audits were conducted for the purpose of forming an opinion on the Plan’s basic financial statements taken as a whole. The supplemental schedule of assets — held at end of year (Schedule H – Line 4i) as of December 31, 2005 is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects, in relation to the basic financial statements taken as a whole.

/s/ Mitchell & Titus, LLP

Washington, D.C.
June 28, 2006

Washington Gas Light Company Savings Plan
Statements of Net Assets Available for Benefits
As of December 31,

	2005		2004
Assets
Investments	$	122,742,996	$	118,891,232
Loan Fund		1,874,782		2,028,713
Total Assets		124,617,778		120,919,945
Net Assets Available for Benefits	$	124,617,778	$	120,919,945

The accompanying notes are an integral part of these statements.

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Washington Gas Light Company Savings Plan
Statements of Changes in Net Assets Available for Benefits
For the Years Ended December 31,

	2005			2004
Net Assets Available for Benefits Beginning of Year	$	120,919,945		$	118,645,067
Additions:
Contributions
Employee		5,249,899			4,799,478
Employer		2,075,999			2,038,338
Interest		120,998			112,525
Dividends		2,892,642			3,587,213
Realized Gain/(Loss)		1,244,833			(2,091,371	)
Unrealized Gain		4,521,220			9,014,838
Plan-to-Plan Transfers		3,345,687			—
Total Additions		19,451,278			17,461,021
Deductions:
Withdrawals		(15,750,014	)		(15,182,275	)
Fees		(3,431	)		(3,868	)
Total Deductions		(15,753,445	)		(15,186,143	)
Net Increase		3,697,833			2,274,878
Net Assets Available for Benefits End of Year	$	124,617,778		$	120,919,945

The accompanying notes are an integral part of these statements.

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WASHINGTON GAS LIGHT COMPANY
SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

Note 1—Significant Accounting Policies

          Basis of Accounting

          The financial statements of the Washington Gas Light Company Savings Plan (Savings Plan or Plan) are reported using the accrual basis of accounting. Certain reclassifications have been made to the financial statements for the prior year presented to conform to the presentation in the current year.

          Estimates

          In conformity with accounting principles generally accepted in the United States of America, the preparation of the financial statements requires the Plan Administrator to make estimates and assumptions that affect certain reported amounts and disclosures. Actual results may differ from those estimates.

          Investment Valuation and Income Recognition

          Investment alternatives in the Plan, excluding the SSgA funds and the WGL Holdings, Inc. Common Stock Fund are recorded at quoted market prices. The SSgA funds, excluding the SSgA Principal Accumulation Return (PAR) Fund, are recorded at estimated fair value based on the net asset value of the units of the funds. The SSgA PAR Fund, comprised primarily of guaranteed investment contracts, is stated at contract value. The units of the WGL Holdings, Inc. Common Stock Fund are valued based on the quoted market price of the common shares of WGL Holdings, Inc. plus the cash equivalent investments held in the State Street Short-Term Investment Fund (STIF). The Schedule of Assets (Held at End of Year), which follows the Notes to Financial Statements, reflects the cost and fair value of the Plan investments as of December 31, 2005.

          Participant loans are valued at cost, which approximates fair value. Interest and dividend income from investments are accrued (on the ex-dividend date for dividends) and allocated to participants based upon participants’ proportionate investment in each fund. Purchases and sales of securities are recorded on a trade-date basis. Realized gains and losses from security transactions are reported using the historical cost based on a first-in, first-out methodology.

          Distributions

          Distributions are recorded when paid.

Note 2—Description of the Savings Plan

          The following description of the Plan provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions. Effective January 18, 2005, the Plan Administrators appointed CitiStreet LLC as the service provider for the Plan and State Street Bank and Trust Company as the trustee for the Plan. These entities

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replaced Putnam Fiduciary Trust Company (Putnam) who was previously both the service provider and trustee for the Plan. The Plan Administrators also approved changes in the investment alternatives in which participants may elect to invest their assets under the Plan.

          Eligibility

          Management employees of Washington Gas Light Company (the Company) and certain of its affiliates are eligible to participate in the Savings Plan on the date that they become an employee.

          Contributions

          The Savings Plan permits employees to contribute on both an after-tax and pre-tax basis. Contributions that are made on a pre-tax basis to the Savings Plan, up to $14,000 in 2005 (or 50% of base compensation, whichever is less), are not reported as gross income on participating employees’ Federal income tax returns for the year in which the contributions are made. The Company contributes as a pre-tax matching contribution 100% of the first 4% of an employee’s pre-tax contribution. (Employees who are age 50 or older may contribute an additional $4,000 in 2005 on a pre-tax basis, however there is no employer match for these contributions.) These contributions reduce the amount of the employee’s income subject to income tax withholding, and are generally taxable when they are withdrawn or distributed to the participating employee.

          Dividends, interest and other income attributable to employee contributions under the Savings Plan are not taxable to the participating employee when received by the Trustee and credited to the employee’s account. These amounts are generally taxable when they are withdrawn or distributed to the participating employee.

          Under the after-tax provision of the Savings Plan, employees may contribute as a basic (match-qualifying) contribution up to 4% of their base compensation (as defined in the Plan document). The Company contributes as an after-tax matching contribution 100% of the first 3% of an employee’s after-tax basic contribution. The Plan also includes an after-tax provision for voluntary contributions. Under this provision, employees may contribute up to 10% of base compensation on an after-tax basis. There is no employer match for voluntary contributions. Accordingly, on an after-tax basis, employees may contribute up to 14% of base compensation.

          Employees may not contribute more than 50% of their total base compensation in pre-tax and after-tax contributions subject to the dollar limits described above. For employees contributing under both the pre-tax and after-tax portions, match-qualifying contributions are considered made under the pre-tax provision of the Savings Plan. The Company may, at its discretion, make an additional contribution to those participants who are employed by the Company at the end of the plan year. In addition, the Company may, at its discretion, make additional matching contributions on behalf of certain non-highly paid participants in order to satisfy the non-discrimination requirements of the Internal Revenue Code.

          The Savings Plan allows employees to make rollover contributions of funds from other similar qualified plans from previous employers. The rollover contributions must satisfy the requirements of the Internal Revenue Code.

          Vesting

          Employees are 100% vested at all times in the amounts credited to their accounts.

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          Investment Alternatives

          The following is a description of each investment offered to participants at December 31, 2005. With the exception of the description for WGL Holdings, Inc. Common Stock Fund, the description for each fund was derived from materials published by the fund sponsor. Such descriptions should be read in conjunction with the prospectus of the fund. Information on WGL Holdings, Inc. can be obtained from the annual and quarterly reports of WGL Holdings, Inc. filed with the Securities and Exchange Commission.

• Large Cap Growth Fund (American Funds Growth Fund of America)—Seeks growth of capital by primarily investing in common stocks that represent long-term investment opportunities.

• International Fund (Fidelity Advisor Diversified International Fund)—Seeks capital growth by investing primarily in the common stock of non-U.S. companies, and allocating country and region investments relative to the size of the international market as a whole.

• Stable Value Fund (SSgA Principal Accumulation Return Fund)—Seeks to preserve principal while maintaining a rate of return comparable to other similar fixed income investments without market fluctuations. The fund invests primarily in high quality investment contracts and other short-term investment products.

• Large Cap Value Fund (Van Kampen Growth and Income Fund)—Seeks income and long-term growth of capital. The fund focuses on investing in income-producing equity securities, including common stocks and convertible securities of larger established companies.

• Small Cap Blend Fund (Royce Low-Priced Stock Fund)—Seeks long-term growth of capital by investing primarily in low-priced equity securities of small- and micro-cap companies.

• Conservative Asset Allocation Fund (SSgA Conservative Strategic Balanced Fund)—Seeks income and a moderate level of capital appreciation. The majority of this fund’s holdings are in fixed-income investments.

• Moderate Asset Allocation Fund (SSgA Moderate Strategic Balanced Fund)—Seeks capital appreciation with some income for stability. This fund has approximately equal holdings of both equity securities and fixed-income investments.

• Aggressive Asset Allocation Fund (SSgA Aggressive Strategic Balanced Fund)—Seeks capital appreciation. The majority of this fund’s holdings are in equity securities.

• Large Cap Blend Fund (SSgA S&P 500 Index Fund)—Seeks to replicate the returns and characteristics of the Standard and Poor’s (S&P) 500 Index, by investing in all 500 stocks that make up the index in proportion to their weightings.

• Fixed Income Fund (TCW Galileo Total Return Bond Fund)—Seeks to maximize current income and achieve above average total returns over a full market cycle by investing primarily in fixed income securities that are largely mortgage-backed.

• Mid Cap Blend Fund (TCW Galileo Value Opportunities Fund)—Seeks long-term capital appreciation. The majority of the Fund’s investments are in companies with market

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capitalizations, at the time of acquisition, within the capitalization range of companies comprising the Russell Mid Cap Value Index.

• WGL Holdings, Inc. Common Stock Fund—Invests only in the common stock of WGL Holdings, Inc. which is purchased by the fund at a public sale on the New York Stock Exchange. All cash dividends paid on the underlying shares in this investment are invested in the unitized WGL Holdings, Inc. Common Stock Fund.

     Distributions

     When an employee retires or otherwise terminates employment with the Company due to disability or death, the employee (or employee’s beneficiary where termination is due to death) is eligible to receive his/her contributions, Company contributions made to the employee’s account, plus interest and dividends earned to the latest valuation date on both amounts. The employee (or employee’s beneficiary) may elect to receive the distribution in either a lump sum or annual payments not to exceed ten years or such longer period as may be permitted by the required minimum distribution rules. When an employee terminates employment for reasons other than retirement, disability or death, the employee (or employee’s beneficiary) is eligible to receive his/her contributions, Company contributions made to the employee’s account, plus interest and dividends earned to the latest valuation date on both amounts as a lump-sum distribution.

     In-Service Withdrawals

     Participants can make withdrawals of after-tax employee contributions, rollover contributions and matured Company contributions (as defined in the Plan document) once every six months. Participants can make withdrawals of pre-tax contributions in the event of financial hardship (as defined in the Plan document) or after attaining age 59-1/2.

     Loans

     The pre-tax feature of the Savings Plan includes loan provisions to provide additional liquidity to participants. Repayment of loans, including applied interest, cannot exceed five years with the exception of loans for the purchase of the participant’s primary residence, in which case the repayment period cannot exceed 25 years. The outstanding balances of loans made to participants are shown on the Statements of Net Assets Available for Benefits as the Loan Fund.

     Administration

     The Savings Plan is administered by the Vice President, Human Resources and Organizational Development, and the Vice President and Chief Financial Officer of the Company.

     A separate account is maintained for each participant in the Savings Plan. A participant’s contribution, as well as the corresponding Company contribution, is credited directly to his/her individual account. Investment earnings are allocated to participants’ accounts in accordance with the Savings Plan. Earnings on the accounts are determined on an accrual basis and include any realized or unrealized gains or losses. The Company has retained an outside firm as recordkeeper to maintain participants’ accounts and to record contributions and allocate earnings to the participants in accordance with the Savings Plan.

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     Amendment or Termination

     The Savings Plan may be amended or terminated by the Company at any time, for any lawful reason, without advance notice. Upon termination, all amounts credited to participants will be distributed in accordance with the provisions of the Savings Plan.

Note 3—Tax Status

     The Savings Plan obtained its latest determination letter on March 5, 2003, in which the Internal Revenue Service stated that the Plan, as amended and restated effective January 1, 2001, is in compliance with applicable requirements under the Internal Revenue Code. Although the Plan has been amended since receiving the determination letter, the Plan Administrators and the Plan’s tax counsel believe that the Plan is currently designed and being operated in compliance with the applicable qualification requirements of the Internal Revenue Code. Thus, no provision for income taxes has been included in the financial statements.

Note 4—Savings Plan Expenses

     Substantially all administrative expenses of the Savings Plan, excluding fees for the audit of the Plan’s financial statements, were paid by the Plan.

Note 5—Plan Amendments

     The Plan was amended on December 22, 2004 and April 5, 2005 to reflect certain Plan design changes and to comply with the new requirements for the automatic rollover of certain cash-out distributions. Effective January 1, 2005, as part of the December 22, 2004 plan amendment, participants that have a change in employment status within the Company between a union-eligible employee and a management employee may elect to transfer their entire benefit between the Company’s Capital Appreciation Plan and the Company’s Savings Plan.

Note 6—Investments

     The Saving Plan’s investments are held by a trustee. The fair value of the investments, including those investments that represent 5% or greater of the Plan’s beginning net assets, are as follows as of December 31 of the applicable year:

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Description of Assets	2005		2004
American Funds Growth Fund of America	$	28,832,071	$	—
Fidelity Advisor Diversified International Fund		7,483,008		—
SSgA PAR Fund*		27,961,468		—
Van Kampen Growth and Income Fund		21,044,067		—
WGL Holdings, Inc. Common Stock Fund*		12,163,797		12,966,876
Putnam Stable Value Fund*		—		28,648,196
Fidelity Equity Income Fund		—		19,580,634
Fidelity Low-Priced Stock Fund		—		7,417,323
Putnam New Opportunities Fund*		—		12,661,772
Putnam Voyager Fund*		—		14,109,173
Total 5% or Greater of Net Assets		97,484,411		95,383,974
Royce Low-Priced Stock Fund		4,844,752		—
SSgA Conservative Strategic Balanced Fund*		2,243,153		—
SSgA Moderate Strategic Balanced Fund*		5,110,700		—
SSgA Aggressive Strategic Balanced Fund*		5,820,003		—
SSgA S&P 500 Index Fund*		3,520,866		—
TCW Galileo Total Return Bond Fund		2,955,867		—
TCW Galileo Value Opportunities Fund		763,244		—
T-Rowe Price International Stock Fund		—		4,044,847
Putnam Conservative Portfolio*		—		2,123,055
Putnam Balanced Portfolio*		—		5,039,283
Putnam Growth Portfolio*		—		5,443,085
Vanguard Total Bond Market Index Fund		—		2,797,114
Vanguard 500 Index Fund		—		4,059,874
Total Investments	$	122,742,996	$	118,891,232

* Party-in-interest (see Note 8).

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     The following presents both the realized and unrealized gains and losses that resulted in an overall net appreciation of the Savings Plan investments:

     Appreciation/(Depreciation) of Assets

Realized Gain/(Loss)	2005			2004
Royce Low-Priced Stock Fund	$	25,443		$	—
TCW Galileo Value Opportunities Fund		14,358			—
SSgA S&P 500 Index Fund*		30,487			—
Fidelity Advisor Diversified International Fund		27,846			—
American Funds Growth Fund of America		134,578			—
SSgA PAR Fund*		108,921			—
TCW Galileo Total Return Bond Fund		(11,287	)		—
SSgA Conservative Strategic Balanced Fund*		(1,624	)		—
SSgA Moderate Strategic Balanced Fund*		33,033			—
SSgA Aggressive Strategic Balanced Fund*		13,618			—
Van Kampen Growth and Income Fund		128,828			—
WGL Holdings, Inc. Common Stock Fund*		619,622			581,060
Fidelity Equity Income Fund		92,786			541,343
Fidelity Low-Priced Stock Fund		220,745			487,794
Putnam New Opportunities Fund*		(130,280	)		(1,413,167	)
Putnam Voyager Fund*		(206,975	)		(2,379,701	)
T-Rowe Price International Stock Fund		32,026			34,494
Putnam Conservative Portfolio*		137			(28,919	)
Putnam Balanced Portfolio*		19,942			(13,686	)
Putnam Growth Portfolio*		32,270			3,100
Vanguard Total Bond Market Index Fund		(1,475	)		(10,107	)
Vanguard 500 Index Fund		61,834			106,418
Total Realized Gain/(Loss)		1,244,833			(2,091,371	)

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Unrealized Gain/(Loss)	2005			2004
Royce Low-Priced Stock Fund	$	199,888		$	—
TCW Galileo Value Opportunities Fund		(15,486	)		—
SSgA S&P 500 Index Fund*		191,484			—
Fidelity Advisor Diversified International Fund		776,815			—
American Funds Growth Fund of America		3,395,943			—
SSgA PAR Fund*		1,065,007			—
TCW Galileo Total Return Bond Fund		(46,848	)		—
SSgA Conservative Strategic Balanced Fund*		66,190			—
SSgA Moderate Strategic Balanced Fund*		240,756			—
SSgA Aggressive Strategic Balanced Fund*		392,359			—
Van Kampen Growth and Income Fund		466,754			—
WGL Holdings, Inc. Common Stock Fund*		(472,124	)		754,886
Fidelity Equity Income Fund		(526,710	)		571,975
Fidelity Low-Priced Stock Fund		(402,107	)		538,685
Putnam New Opportunities Fund*		(215,702	)		2,549,829
Putnam Voyager Fund*		(106,199	)		3,079,546
T-Rowe Price International Stock Fund		(138,630	)		408,789
Putnam Conservative Portfolio*		(14,121	)		100,431
Putnam Balanced Portfolio*		(76,745	)		357,308
Putnam Growth Portfolio*		(110,065	)		492,304
Vanguard Total Bond Market Index Fund		1,385			(770	)
Vanguard 500 Index Fund		(150,624	)		161,855
Total Unrealized Gain		4,521,220			9,014,838
Net Appreciation of Assets	$	5,766,053		$	6,923,467

* Party-in-interest (see Note 8).

     Realized and unrealized gains and losses for the year ended December 31, 2005 include activity from the investments held by Putnam before they were transferred to the new trustee, State Street Bank and Trust Company, on January 18, 2005.

Note 7—Risks and Uncertainties

     The Plan invests in various investment securities. Investment securities are exposed to interest-rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the value of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the Statements of Net Assets Available for Benefits.

Note 8—Related-Party Transactions

     Certain Plan investments are units of mutual funds and other types of securities managed by State Street Global Advisors, the investment management division of State Street Bank and Trust

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Company. State Street Bank and Trust Company is the trustee (as defined in the Plan document) and, therefore, these transactions qualify as party-in-interest transactions. Prior to January 18, 2005, certain Plan investments were shares of mutual funds managed by Putnam Investments, Inc., the parent company of Putnam. Putnam was the trustee (as defined in the Plan document) and, therefore, these transactions qualified as party-in-interest transactions. Additionally, as the Plan holds investments in the common stock of WGL Holdings, Inc., these transactions qualify as party-in-interest transactions. Fees paid by the Plan for investment management services were included as a reduction of the return earned on each fund.

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WASHINGTON GAS LIGHT COMPANY SAVINGS PLAN
Schedule H, Line 4i — Schedule of Assets (Held at End of Year)
As of December 31, 2005

EIN: 53-0162882
Plan No: 003

									Percent of Net
					Account				Assets Available
	Number of		Number of		Balance				for Benefits at
Name of Issuer	Participants		Units/Shares		at Cost		Current Value		End of Year
SSgA PAR Fund (@$10.42/Unit) a/		636		2,682,205.148	$	26,896,462	$	27,961,468		22	%
TCW Galileo Total Return Bond Fund (@$9.77/Share)		186		302,545.217		3,002,715		2,955,867		2	%
SSgA Conservative Strategic Balanced Fund (@$10.35/Unit) a/		155		216,658.830		2,176,963		2,243,153		2	%
SSgA Moderate Strategic Balanced Fund (@$10.57/Unit) a/		213		483,682.119		4,869,943		5,110,700		4	%
SSgA Aggressive Strategic Balanced Fund (@$10.77/Unit) a/		291		540,349.933		5,427,644		5,820,003		5	%
Van Kampen Growth & Income Fund (@$20.54/Share)		571		1,024,540.753		20,577,313		21,044,067		17	%
SSgA S&P 500 Index Strategy Fund (@$21.55/Unit) a/		211		163,404.016		3,329,382		3,520,866		3	%
American Funds Growth Fund of America (@$30.68/Share)		630		939,767.623		25,436,128		28,832,071		23	%
TCW Galileo Value Opportunities Fund (@$21.68/Share)		53		35,205.003		778,730		763,244		1	%
Royce Low-Priced Stock Fund (@$15.53/Share)		227		311,960.859		4,644,864		4,844,752		4	%
Fidelity Advisor Diversified International Fund (@$21.10/Share)		357		354,644.910		6,706,192		7,483,008		6	%
WGL Holdings, Inc. Common Stock (@$30.06/Share) b/		710		398,739.000		9,630,843		11,986,094		10	%
State Street STIF (@$1.00/Share) b/		710		177,703.320		177,703		177,703		0	%
Loan Fund		164		N/A c/		1,874,782		1,874,782		1	%
Total					$	115,529,664	$	124,617,778		100	%

a/ Value per unit has been rounded for reporting purposes only.

b/ These investments comprise the WGL Holdings, Inc. Common Stock Fund.

c/ Number of units/shares is not applicable to participant loans.

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SIGNATURES

     The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrator has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

	WASHINGTON GAS LIGHT COMPANY
	SAVINGS PLAN
Date: June 29, 2006	/s/ Frederic M. Kline
	Frederic M. Kline (Plan Administrator)
	Vice President and Chief Financial Officer
	Washington Gas Light Company
Date: June 29, 2006	/s/ William Zeigler, Jr.
	William Zeigler, Jr. (Plan Administrator)
	Vice President, Human Resources and Organizational Development
	Washington Gas Light Company

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